Chomping at the Bit
by CadenceRarity
Summary: It has been four years that Rarity and Fluttershy have known each other. But, as best friends, will they be able to tell each other how the really feel? Rated M for Clop, BDSM, and Adult Themes.
1. Chapter One, Rarity

Rarity nervously looked at the clock and then cursed herself under her breath. "Just one more, just one more", she muttered as she used her magic to place another one of the incomplete orders on the mannequin in front her. Even though she had been working for days, she still had dozens of orders to finish before the Summer Sun Celebration. She had been under too much stress since she decided to open the second boutique in Canterlot and was beginning to fray at the metaphorical ends. Although she very much enjoyed the rise in business, she was starting to feel it drain her ability to maintain control over her life.

She had been so busy that she didn't even have time to style her mane that morning. Suddenly, all the textiles she was using became still in the air as she paused to contemplate the magnitude of such an atrocity. A moment later, remembering she had to leave, all the materials gently descended to her work area and the blue aura of magic surrounding the fabric, thread, and needles slowly disappeared. With a sigh of surrender, she fixed her mane as best she could and started towards the door.

As she was walking away from the Carousel Boutique, Rarity heard the Ponyville clock tower bells chime. As her attention shifted to the clock tower, she exclaimed, "For pony's sake! Three o'clock already? I really must hurry lest I absolutely ruin the entire day", she said to nopony in particular. As her trot turned into a full gallop, she finished her previous thought by wishing aloud, "Oh I certainly hope Fluttershy isn't going to be upset with me for being late. Some friend I'm being…".

As she was galloping, she began to think of how it came to be that her and Fluttershy would have these regular outings. It had been almost four years that she had known Fluttershy and from the time they first met, they had crafted something of a ritual. Shortly after she had moved to Ponyville and opened the Carousel Boutique, a yellow pony with a pink mane entered the shop and began to look around. Rarity was so excited that somepony was already in _her_ boutique looking at _her_ clothes. After Rarity introduced herself, she started to worry because the new pony, Fluttershy, was being so quiet and thought that perhaps she did not like her clothes. And once Fluttershy did finally speak to her, Rarity almost fainted when Fluttershy asked if she had any dresses designed in French haute couture. To which she exclaimed, "Do I? Of course I do, dear! Right this way, I insist!" After discussing fashion and its many forms and confessing to each other that they had not really developed any friendships in Ponyville yet, they went to the spa together that day, if for no other reason than to keep each other company and help each other feel safe in a town full of strangers. Since then, they had continued going every two weeks as if by clockwork so that they may always have somepony else to look forward to seeing and getting to know.

Rarity's arrival at the spa interrupted her reminiscence of how the two ponies met. Rarity burst through the front door causing the door to slam into the adjoining wall thus signifying her arrival. And before doing anything else, she glanced a look at the clock to see how late she was to the duo's appointment. "Damn it, three seventeen. More than half an hour late.", she thought to herself while trying to appear somewhat composed as she walked towards Fluttershy.

"Fluttershy, Dear! I'm so sorry for being late. You see, I've been really very busy with the new boutique in Canterlot, and well, there have been a tremendous amount of orders. And, if I don't get them done by the Summer Sun Celebration, then…" exuded Rarity. Her apology continued on as she noticed Fluttershy's reaction and thought to herself, "She's crushed, she's heartbroken. I can't believe how nervous she looks. I never should have opened my shop here of all places if to only save that sweet pony's feelings."

"I'm sorry, dear.", Rarity said finally as her apologetic rant ended and she began to shift her focus to Fluttershy.

"Oh. Were you late? It's… fine.", said Fluttershy in a voice that would have been a whisper had anypony else uttered it.

"No, Fluttershy, it's not fine. I want you to know that these outings of ours _really_ are important to me and I wouldn't trade them for the whole world.", said Rarity trying to console Fluttershy as best she was able. And while Rarity genuinely did want to be there, she started to wonder if she bit off more than she could chew with the new boutique and considered that it seemed to be intruding into her personal life.

"No, really… It's… quite alright. _I_ insist. I think that now all we can do is have a good day at the spa.", responded Fluttershy who got up to tell the spa ponies that they were ready.

"If you say so, darling.", responded Rarity, unsure whether or not Fluttershy was still upset. But, she thought it best to let go of the issue for now and have her much needed day of relaxation and serenity with her best friend.

"I do. And… it will be my treat this time."

"But, you paid last time!" began Rarity.

"Well, either way, I'll take care of it this time. Really.", insisted Fluttershy. Rarity noted how unusual it was for her friend to assert herself like that.

As Rarity followed Fluttershy and the spa ponies into the spa beyond the reception, she noticed that Fluttershy hesitated for just a second before crossing the threshold to the spa. As she considered it, she remembered that Fluttershy's words were spoken just a little slower than usual, too, as if she was concealing something and wanted to be sure it didn't accidentally slip out. Rarity couldn't shake the feeling that something was… _off_ … with Fluttershy. That there really _was_ something bothering her, but she just wasn't saying what.

The spa ponies from reception led the two to their usual massage room. As one of the spa ponies opened the door, the other informed Rarity and Fluttershy that everything had been set up ahead of time as they like it. As the first receptionist rejoined the other, she let Rarity and Fluttershy know that the massage mares would be in shortly. Even though the spa ponies had already gone, Rarity was still pondering what Fluttershy seemed to be hiding. And disrupting Rarity's thoughts on the matter, Fluttershy asked, "Umm… Rarity? Are you coming?". As Rarity stood in the hallway with an absent expression on her face, Fluttershy awaited her companion through the doorway to their private room.

"Oh. Why, yes. Yes, of course!", Rarity responded while thinking, "Horseapples… I can't believe she just caught me standing there not paying attention! I need to be more present so she doesn't think I like her any less. I couldn't ever bear hurting her." Rarity joined in with Fluttershy as they took their usual spots on the massage tables that have been placed right next to each other so that they could converse without having to speak too loud.

It was the first time in a while that she was completely alone with Fluttershy. It was also the first time in several days that Rarity felt completely unplugged from the rest of the world—the first time that she could finally take a breather and lower her day-to-day personality's defences. And though this was not the first time she had felt this way, she did think it peculiar that Fluttershy was able to consistently have such an effect on her. She reminded herself of how lucky she was to have Fluttershy as a friend since the first day Fluttershy walked into her store. Fluttershy had always been so receptive and willing to listen to any problem Rarity wanted to discuss and was always willing to accommodate her. And this time, she wanted to return the favour for Fluttershy.

After they made themselves comfortable, Rarity probed, "Fluttershy, sweetness, I can't help but feel that something is bothering you. And I want to make sure you know that you can talk to me about anything.". She tried her best to mind her manners without placing too much pressure on her friend. She was beginning to become terribly nervous that perhaps she had done something wrong to hurt the feelings of the Element of Kindness.

"Well… um… it's just that, you know… I really-" started Fluttershy, but she her response was halted by a knock on the door signifying the arrival of the massage mares. She was startled by the unexpected interruption and became silent as the mares entered the room and took their positions on opposite sides of Rarity and Fluttershy. "Can we talk… um… later?", she muttered as the massage began.

"Certainly, dear, anytime you like. Just let me know…oooooh…", replied Rarity as her speech transformed from articulate words spoken in a caring tone into a low moan of pleasure as the massage mare started pressing her hooves into Rarity's back. Neither the Element of Generosity or Kindess spoke once more during the massage as they were both lulled away into a trance of relaxation. After what Rarity guessed was half an hour, she slowly lifted her head to glance at the room's clock. It was three fifty-four, which meant that the massage had been going on longer than the usual half-hour session they always do. But, before Rarity could concern herself any further on the issue, the massage mare gently pressed her head down back towards the massage table and continued to work the knots out of her upper back. Rarity found herself once again unable to think as her thoughts were melted away by the experienced hooves that were so adept at working every thought from her body.

Rarity was awakened by the shuffling sounds of the massage mares as they left the room and shut the door behind them. As she blinked her eyes open, she saw Fluttershy who was already in her custom robe, standing up, and apparently ready to go to the mud baths. "Oh, good. You're awake.", said Fluttershy as she gave Rarity her robe. Rarity was happy that Fluttershy enjoyed the robe so much; she had taken countless measurements to make sure it would fit her perfectly. Rarity had also made one for herself for when they celebrated the second anniversary of their spa day trips.

"Shall we go to the mud baths now?" asked Fluttershy, hinting again that she wanted to proceed.

"Absolutely, darling. That sounds utterly delightful!" said Rarity. She was still groggy from the massage and hadn't quite found her balance as she struggled to follow Fluttershy through the door into the hallway.

Rarity followed a couple steps behind Fluttershy as they walked down the hallway towards the mud baths. Fluttershy spoke up, "You know, I hear that they just imported a whole lot of mud from the Crystal Empire. It's supposed to be just wonderful for your coat.".

Rarity eagerly responded, "Surely you can't be serious, Fluttershy! I've been trying to get my hooves on some of that mud for ages!". Rarity could not help but wonder as to why Fluttershy was being so nice to her. Fluttershy did not say anything about Rarity's tardiness, she arranged for a longer massage, and now Rarity suspected her of having a hoof in acquiring the mud that she had been wanting for so long. Rarity thought that perhaps she was forgetting an important date or anniversary, but when she thought about it, nothing came to mind.

When they reached the mud pool, everything had been set up already. The pool had obviously just been poured and fresh lilacs decorated the surface of the mud. Next to the edge of the pool were two small bamboo racks, one for each of them. Upon each rack was a small towel for their mane, cucumber slices for their eyes, as well as a brush for exfoliating the follicles of the coat. Since everything was prepared ahead of time, it was doubtful that the spa ponies would return for some time. They had the place to themselves.

Fluttershy reached the pool before Rarity. She paused for a moment at the steps of the pool to admire its untouched perfection. Rarity watched from behind Fluttershy as she unfastened her robe, loosening it so that it hugged her just a little bit less. Rarity thought it herself, "O Fluttershy, how I do adore you and desire to tell you how good that robe looks on you. Surely there can be nopony else who is bound to silence as to not express herself to her best friend… her love.". As Rarity tried to punish herself for having intimate thoughts about Fluttershy again, the pegasus stood on her hind legs and outstretched her wings to maintain her balance as her front legs slipped out of the sleeves and the robe traveled down her back, maintaing contact with her contours and then tail until it finally and effortlessly reached the floor. Oblivious to Rarity's stare, Fluttershy then walked down the steps into the mud and completely submerged herself up to her head, hiding her body from the neck down.

"Stop it, Rarity, you don't want to do this. She's your best friend for Celestia's sake!", Rarity pleaded with herself as she tried to counteract the newfound feelings of arousal. Seeing the way Fluttershy handled the robe had pushed her over the edge. But it wasn't just the robe that did it, it was the manner in which Fluttershy carried herself. It was how every time Fluttershy wanted something, she took it; but, Fluttershy never had to be mean or manipulative to get what she wanted, it always just sort of happened. Rarity felt herself starting to become physically turned on. She couldn't help it anymore and decided that today she would confess her feelings to Fluttershy, for better or worse.

Rarity's internal struggle sent her into a daze where her pupils had constricted, an eyelid was twitching, and a bead of drool hung from her snout. This, combined with the mess her mane was in earlier, really made her look as if she had finally snapped. "Rarity? Don't you want to come in? Um… it's really nice.", interrupted Fluttershy, returning Rarity's focus back from her internal conflict of debate and fantasy. Rarity now only focused on Fluttershy and the spa.

"Yes, darling, I'll be right in.", said Rarity, the bead of drool still hanging from her mouth. Her horn and robe began to glow as she used her magic to remove it. As she was disrobing, the garment got caught on her tail and when she freed herself, the silk robe accidentally glid across her plot inciting an audible gasp from Rarity.

"Is everything all right?"

"Of course, darling. Why wouldn't it be?", Rarity's voice wavered. But now she was no longer sure who it was that she was trying to reassure. Struggling to maintain her composure, the robe appeared to fold itself in mid-air until it was set down on the floor at last. She walked a little faster than usual so that she could quickly hide herself in the mud hoping Fluttershy would not discover the excitement she was in.

"Fluttershy, my dear, how ever did you arrange to have this mud brought here? It's absolutely exquisite!" The warm, thick mud stuck to her coat and restricted her movement as she stepped into the mud bath next to Fluttershy.

"Oh… um… that was actually no problem at all. All I really had to do was ask and… make all the arrangements.", Fluttershy paused for a second, "About earlier, Rarity. There was something I was wanting to talk to you about".

Rarity bit her lower lip in anticipation of what Fluttershy was about to tell her. This was it. After Fluttershy told her what was bothering her, Rarity was going to put herself out there and make herself vulnerable to her best friend.

"Well, umm… Rarity, you see, we have been coming to this spa for a long time now…" Fluttershy's apprehension beginning to show, "…and I really do enjoy your company. But-".

As the world around Rarity slowed down, she thought, "But? But!? For Celestia's sake, this is it! She no longer desires my friendship! I knew it! I've become boring!".

"I was wondering if maybe you thought that we could, um… be more than friends?"

Time stood still around Rarity. Fluttershy's disclosures were usually pretty tame; however, Rarity was entirely unprepared to be confronted with the embodiment of her past four years of lustfully romantic, carnal desires. In that one second, all of her memories of Fluttershy flooded her mind. She remembered how she punished herself for every passionate thought she had in which Fluttershy was the focus. She remembered how she had always pushed her feelings deeper, causing her to go four years without confessing her affection. She felt the sting of the countless hours of debating with herself about whether or not she should be happy to reconcile herself to being _only_ friends with Fluttershy. In an instant, she had been freed from her own self-imposed prison. After four years, she was finally free to have _the_ conversation that she had been waiting for. And she wanted to speak, to scream back to Fluttershy, "Yes! Yes! Thank you! Thank you! Thank you, Fluttershy!". She opened her mouth to respond, but when she tried to speak up, her body and surroundings betrayed her ability to requite Fluttershy's feelings. The mud felt tighter than ever against her body, forcing her to feel the growing shortness of breath. All the saliva left her mouth as she tried to find the words, leaving her tongue stuck to her palate.

Rarity closed her eyes to find the strength to face Fluttershy. She reflected on the peculiarity of how slow the pace of time had become. When she had finally gathered her thoughts, she remembered the feeling of the massage mare gently pressing her head down with her hoof. Rarity slowly opened her eyes to see Fluttershy right in front of her and she realised that the hoof she was feeling was that of Fluttershy. Before Rarity had any time to consider what was happening, Fluttershy pressed Rarity's head towards hers. As their snouts moved closer and closer to each other, they could feel the warmth of the air that each other exhaled. Rarity's eyes closed again as Fluttershy's mouth made contact with hers. Rarity's saliva returned to her as Fluttershy's tongue effortlessly made its way into her mouth. Fluttershy pulled Rarity's head with a little more courage towards hers and Rarity presented her tongue to her by lifting it up so that their tongues could dance around each other. This continued for several seconds until Fluttershy slowly released her hoof from the back of Rarity's head. Fluttershy broke the kiss and their heads drifted apart. Rarity breathed out a sigh of relief as Fluttershy moved to sit next to Rarity in the mud bath.

As Fluttershy made herself comfortable, Rarity looked toward her and quietly said, "Thank you, dear. Thank you so much.".

"So, that was okay?"

"Okay? Fluttershy, sweetness, do you know how long I had been waiting for this to happen?"

"Four years?"

"How did you kn-?"

"Because I was waiting, too. And I was just too scared to risk ruining our friendship and drive you away. I had to be sure that it was what you really wanted, too."

"So, the longer massage? The Crystal Empire mud? That was all you?"

"Well, I wanted it to be special. I would walk by the boutique to check in on you and I saw that you had been working through the night for the past few days; but you looked really busy, so I didn't want to disturb you. I just thought that you deserved to have a longer massage for all your hard work."

"But, what about the mud?"

"Oh that? Well, I remembered you saying how much you wanted it-"

"But that was almost two years ago! You mean that you remembered after all this time?"

"Well, of course. You remembered that I needed a robe for the spa didn't you?"

Rarity's eyes started to well up and she muttered, "Why?". A single tear rolled down her face.

"Because I… love you."

"I love you too, Fluttershy."

Fluttershy embraced Rarity without hesitating, using both hooves to press their bodies together.


	2. Chapter Two, Fluttershy

The sun crested over the Crystal Mountains from the east. The valley surrounding Ponyville was set ablaze by Celestia's sun. The light reflected from the Canterlot Castle spires and loosely converged to a point on the bedroom window of Fluttershy's cottage, suspending a second sun in the sky. The branches of the trees outside the window swung gently in the breeze causing the rays of light to dance on the walls, floor, and furniture. The light played on Fluttershy's face for a couple of minutes until her eyes slowly opened.

Today was the day. She slowly rolled over and looked at the clock; it was eight forty-four. Only six more hours until her and Rarity's appointment at the Ponyville spa. She wondered if everything was going to go as planned. And even though all the plans had been arranged more than a week ago, she couldn't help show up at the spa each day for the last three days to make sure everything was perfect. When she considered stopping by one more time, Fluttershy's pet, Angel, rapped on Fluttershy's hoof with his foot and motioned to his mouth. It was time for breakfast.

Fluttershy donned her slippers at the foot of the bed as she rose to go downstairs. The slippers were special to her; Rarity had made them for her as a birthday present almost three years ago. They were hoof stitched and the colour had been matched perfectly to be the same as her green eyes. She made sure never to wear them outside to avoid risking them becoming dirtied and damaged.

As she reached the bottom of the stairs, she paused to admire how everything was clean and in its place. She spent the last night cleaning her home in case everything goes according to plan and she has company over later. And even though it occurred to her that she may return by herself this evening, it still felt good to be caught up on all the chores.

Fluttershy brewed her tea and retrieved the newspaper as Angel ate his bowel of lettuce leaf and chopped carrots. After she sat down at the dining table, she wondered how she was going to spend the time before the spa date. She sipped her tea and opened the newspaper; on the front page was a small picture of Rarity included within a brief article describing the highlights of the Ponyville Days festival. Even though she tried to focus on the article, she found her attention returning back to thinking about Rarity and worrying whether or not everything was actually going to be ready at the spa. Fluttershy set the newspaper down and got up to open the door and put Angel outside.

Fluttershy lamented her decision to go back upstairs, but she knew that this was the only way she would be able to take her mind off Rarity until she had to leave. When she reached her room, she shut the door behind her and made sure to lock it. And even though she lived on the outskirts of Ponyville, she drew the blinds to ensure her privacy. As she crawled back into bed, she carefully used her wing to pick up the photo of her and Rarity that was on the nightstand. She rolled onto her back and made herself comfortable, the picture suspended between her two wings.

"I can't believe I'm doing this again." Fluttershy sighed and she reached her hoof down towards her crotch. She was not particularly horny, but the thought of obsessing over Rarity for the next six hours was too much to bear. She checked the clock again before she started; hardly thirty minutes had passed since she looked at it when she first woke up. It was going to be a long day.

Her focus shifted to fabricating a fantasy with Rarity so that she would be adequately aroused to clop. To her, physical stimulus had never been the centre of sexuality. She always preferred to emphasise the mind's state of being, for both her and her partner. In this case, it was easy for her to imagine a scenario because it was one the one she had been planning to become real for the past several days. She looked towards her closet and thought about all the toys inside. But, she turned her head back to the photo and breathed in a gulp of air as she felt all the vivid details of her imagination becoming her reality. She welcomed the feelings of being teleported to another world as each stroke of her slit made it become more and more real. Her extremities slowly stiffened and joints locked in place as she became more excited. Her mind barely registered the wet feeling of the fur around her hoof as her heart beat faster and faster. Her eyes clenched together and in a single, high-pitched yip she pressed her head back as hard as she could against her pillow and her body spasmed into climax.

The passes of her hoof became slower and slower until they terminated with a single exhalation of relief. As her mind rejoined its body, she lay still for a few moments and enjoyed the satisfaction that each breath gave her. She could feel her own heartbeat in her ears as well as in the hoof she was using to pleasure herself. Even though she knew she was fine, Fluttershy lifted her head to look at her front hoof to make sure she didn't burst a blood vessel or anything. As she was inspecting her leg, she cursed herself when she noticed that she forgot to place a towel on the sheets.

She was too tired to get up right away and so she rested her head back down on the pillow. As she stared at the ceiling, she tried to determine when exactly it was that her breathing slowed back down to its regular pace. The room became silent and Fluttershy's eyelids slowly closed and she fell back asleep.

The sounds of the ducks and chickens woke Fluttershy up. She hadn't planned on going back to sleep, but she was glad to have burned some extra time before the appointment. She checked the clock again. It was ten sixteen; four and a half hours to go. It was time to feed the animals now. As she got up out of bed, the dried sex juices stiffened the sheets, making it faintly more difficult to move them out of the way. She retrieved a fresh set from the closet and quickly made the bed. On her way downstairs, she brought the soiled sheets with her and placed them in the laundry room.

She opened the door to go outside. Even though the Summer Sun Celebration was just days away, it was pleasantly cool outside. A gentle breeze blew, whisking away any sweat before it had a chance to bead. She hoisted a feed sack onto her back and started towards the animal pens. She smiled as she got closer to the animal pens and was greeted by the occupants. She appreciated how the bag became lighter every time she filled the trays with the combination of wheat, oats, and dried vegetables. As the bag became empty, she returned it to the feed shed to be refilled. Fluttershy returned to the duck pen and enjoyed the company of the animals while simultaneously appreciating that all the chores for today were now done. But even though she always liked to be around the animals, she rose to leave as she continued to feel more and more distant as her longing for a different kind of company became more apparent. She needed another way to distract herself.

She went back inside and reheated the tea that she did not finish earlier. After making sure everything was put away downstairs, she went back upstairs to shower. She tried to think of something else to do around the house to kill some more time, but everything had already been prepared for tonight. She checked the clock again; even though it was a bit early to leave, she decided to head into Ponyville early in the hopes of finding something to amuse her until spa time. After putting on her saddle bag, she left the cottage and started down the path to town.

She walked by Rarity's place on her way into town and glanced in the window as she passed by. As expected, Rarity was hard at work. The place was disastrously chaotic as all the mannequins were out in full force, textiles were all over the ground and suspended in air, and designs patters covered the remaining surface area of the floor that did not already have something on it. Rarity was facing away from the window and had propped herself up on her hind legs and she was leaning on one of the mannequins; it looked like she was trying to sew something, but Fluttershy couldn't tell from where she stood. Fluttershy's eyes had already wandered down to Rarity's plot, but as soon as she realised what she was down doing, Fluttershy quickly walked away to avoid becoming turned on again. She had always loved to watch Rarity work and would often show up unannounced when there was nothing else to do; she didn't think that Rarity minded the company either as Rarity always invited her in. But they were going to meet later and she still wasn't sure exactly what she wanted to tell Rarity when they did, so she decided to keep walking.

The Ponyville clock tower read a quarter after eleven when she reached the centre of town. "You can do this, Fluttershy.", she assured herself. She stood next to the fountain and nervously looked around for a couple of minutes as she tried to figure out her next move. She heard some commotion on the other side of the buildings next to her and remembered that Ponyville Marketplace was being held this weekend at the town's fairgrounds. She usually made it a point to go, but she supposed she forgot because of all the other plans she had been making. As she rounded the building and crossed the stream to the fairgrounds, the noise of pony's talking, deals being hammered out, and wares being moved grew louder.

The stalls were organised into rows, but were in no particular order. She started walking down the row closest to her. Most of vendors in this row were farmers. She had already done her grocery shopping for the week, but she stopped by one of the first ones. After a little bit of small talk with the vendor, she gave him one bit in exchange for a couple of carrots and an apple. She would give the carrots to Angel later, but the apple was for herself. She felt bad for not buying the apple from Applejack, but she figured that losing one bit wouldn't cause her friend to lose Sweet Apple Acres. She stowed away the carrots and started to eat the apple as she continued shopping. Every stall in this aisle either sold produce or things that did not appeal to Fluttershy. But, she still took her time, looking at every stall for a moment or two before continuing onto the next one.

The next aisle had stalls were much more interesting. Although most of the vendors were selling second-hoof wares, there were some stalls selling either brand-new or otherwise unique products. It took her longer to make her way down this aisle since there were so many things to look at. She recognised one of the vendors from the Rainbow Falls Trader's Exchange last month, it had been the same one that Rarity got her vintage brooch from, but she wasn't selling anything too interesting today. Soon after she had finished her apple, Fluttershy arrived at a stall that exclusively sold jewellery. The unicorn who owned the place was selling complete pieces of jewellery, but also had individual gems and other components for sale. As she browsed the showcases, a necklace caught her eye. It was a plain silver necklace without any gemstones. It was similar in shape to the Elements of Harmony, except that it was rigid all the way around to the back of the neck, where it clasped together. The band that made up the necklace was about two inches wide. It also lacked any filigree and the edges follow a straight, uniform line all the way around.

"Excuse me, sir?"

"Yes? May I help you?", the unicorn running the stall turned around, abandoning what he was working on. His accent identified him as a Fillydelphia native.

"Well, um… I was wondering about this necklace here." She pointed to the necklace with her hoof.

"Oh yeah, dat one there. Took me a while to get da curvature just right."

"Oh. So you made all this?"

"I most certainly did." His posture stiffened and he puffed his chest out a bit as he said this.

"Well, I was wondering if it would be possible to add a gemstone to it." Before she finished asking her question, the shop keeper disappeared under the showcases and returned holding a box full of gemstones of every shape, colour, and size.

"Oh, sure, sure. What kind of stone are ya lookin' for?"

"Oh, wow", Fluttershy marvelled at the stones for a moment, "Do you have any yellow stones in a rhombus cut?"

"Lemme see here…", the jeweller started rummaging through the box, "I know I had somethin' like that somewhere… ah! Here it is." He set the stone on the counter for Fluttershy to look at. "One yellow diamond in a rhombus cut."

"It's beautiful!", Fluttershy held the stone up towards the necklace. "So, you could put this", she motioned to the stone and then at the necklace, "in that?"

"Sure can."

"How much would that cost?"

"Well, for somethin' like this", he paused and looked at the ceiling to calculate the imaginary numbers, "I'll do it for four-hundred an' fifty bits."

Fluttershy's bowed her head and felt her heart sink; she already knew that she couldn't afford it with what she had on her. The jeweller seemed to pick up on this.

"But for you, I can do it for four hundred."

Fluttershy looked right back at the shop keeper, "Really!? Oh, thank you!" She started to open her saddlebag.

"Don't worry about payin' or nuttin' now, you can pay me once I have it finished. I'll get right on it. You just wait right there." The necklace and diamond floated away with the unicorn as he turned around to his workbench.

As she waited for the necklace Fluttershy went back to looking in the showcases. It was strange how ever piece of jewellery seemed so interesting before, but now that she had found what she wanted, they all lost much of their appeal.

"Whatcha doin' Fluttershy!?" Rainbow Dash was suddenly right next to her.

"Oh, nothing, what are you doing here Rainbow Dash?"

"Nothing? Are you _sure_ about that?", Rainbow Dash leaned in and quietly asked, "Sure you're not getting something for your _special somepony_?" Rainbow lingered on the last two words.

"So what if I am?" Fluttershy faced Rainbow and looked her right in the eyes, "Jealous?"

Rainbow jumped back and flew a few feet into the air and exclaimed, "Pfft. Me? Jealous?" Rainbow Dash laughed, "Like _that_ would ever happen!". She gently returned to earth. "But really, Fluttershy, what are you doing here?" Rainbow's tone lightened, but she obviously still had her pride in tact; it was the only part of Rainbow Dash's personality that _ever_ had any tact.

"I'm just doing a little shopping and trying to kill some time before my appointment at the spa-."

"Oh yeah, you and Rarity do that thing at the spa every now and then.", Rainbow interrupted, "I don't get how some ponies can bear just sitting around in a boring spa all day while letting _other ponies_ touch their hoofs!" Rainbow Dash shivered, she still hadn't quite gotten over the Gabby Gums incident at the spa a couple years ago.

"Here ya are ma'am", the jeweller returned to the counter and presented the necklace to Fluttershy for her review. The yellow diamond was set vertically in the centre of the necklace at the point where each band converged.

"A little shopping!?", Rainbow shouted, "Just check that thing out!" As Rainbow leaned in to have a closer look, she noticed the shape of the gemstone. She gasped as suddenly everything made sense to her. "Rarity!? You like _Rarity_!?"

Fluttershy was speechless. She didn't think that Rainbow Dash would run off and tell Rarity before she could, but the thought that Rainbow Dash _could_ do that was enough to bother her. Fluttershy paid the jeweller, placed the necklace in its box, and started to walk away.

Rainbow Dash tagged along as Fluttershy kept walking. Rainbow noticed that Fluttershy was starting to shut down. "Hey, Fluttershy, you don't have to worry or anything, I've gotcha' covered. My lips are sealed. Promise." Fluttershy was not convinced. "Hey", Rainbow Dash offered, "if it makes you feel any better, we're all pretty sure that Rarity likes you, too."

"…really?" Fluttershy looked at Rainbow Dash.

"Are you kidding!? It'd be a surprise if she _didn't_ like you!" Rainbow Dash gently nudged Fluttershy, trying to make her feel better. "I mean, the signs _are_ all there."

As Fluttershy and Rainbow Dash left the market and crossed the stream back into town square, Fluttershy stole a look at the clock tower. About an hour and a half to go. She was in the final stretch.

"Hey, why don't you let me take ya out to lunch? My treat. Maybe I get help get your mind off things for a while." Rainbow offered, "I tell you what, I'll even tell you about how Twi and I got started." Fluttershy knew that Twilight and Rainbow Dash had something of a fling going on, but didn't really know any of the details as they were never too public about it.

Fluttershy thought about it for a second and reluctantly agreed. It wasn't that Fluttershy didn't like Rainbow Dash, but she wasn't sure what else she could do as she waited for two forty-five to come around. They started walking to the café on the other side of town square. When they arrived, they were seated at one of the outdoor tables for two.

"I'm sorry Fluttershy, I wasn't wasn't tryin' to put too much pressure on ya or anything earlier. We've all just been sort of wondering when this was gonna happen."

"It's okay, honest. So what's the deal with you and Twilight?"

Rainbow Dash looked down and quietly laughed to herself. She drew in a breath and proceeded to tell Fluttershy everything about the day they met each other to play volleyball. And Rainbow Dash, being the loud mouth that she is, spared no details. But she didn't have to hold herself back on any of the particulars around Fluttershy, she had even pegged Fluttershy as being kind of kinky herself. Rainbow continued her story, pausing only for a moment as their hay burgers were delivered. Fluttershy kept listening as Rainbow kept talking. Eventually, Rainbow Dash finished her story and paused for a moment before asking, "Hey, so if that necklace you got is what I think it is, do ya think I could see it?"

Although Fluttershy still felt vulnerable, she was happy that Rainbow Dash had shared her story and she pulled it out of her saddlebag for Rainbow Dash to see. Rainbow silently examined it for a few moments and Fluttershy asked, "Well? Do you think she'll like it?".

Rainbow Dash's silence persisted as she continued to examine it. When she finally raised her head, Rainbow said, "I think she'll love it.". Rainbow Dash looked passed Fluttershy at the clock tower and said, "Hey, uh, don't you have to get going?". She pointed to the clock, it was two forty.

Fluttershy had been so distracted by Rainbow Dash's story that she completely forgot to keep track of time. As she put the necklace away and got up, she realised that they still hadn't paid yet. She started reaching into her saddlebag for her bit purse as Rainbow Dash reminded her, "Hey! I've got lunch this time, remember? You go and get to the spa!". Rainbow Dash was grinning ear to ear. Fluttershy thanked Rainbow Dash for lunch and the distraction and started running off towards the spa.

The spa was on the other side of town square right next to the joke shop. Fluttershy stopped short of the door. She was cutting it a little too close for comfort; she did not even know if Rarity was in there or not. As she stood there, she remembered what Rainbow Dash told her and repeated it to herself, "She likes you, Fluttershy, you got this." As she drew in a breath of confidence, she opened the door, expecting to see her friend. Rarity was not in there. She walked up to the reception desk and checked in; she also asked if Rarity had shown up yet. The spa ponies told her that she was the first one and that she was welcome to wait in the lobby for her friend. She checked her saddlebag in at the front desk and took a seat. Two fifty-two and Rarity still wasn't here. "It's okay, Fluttershy, she's been late before, you got this.", she tried to reassure herself. In an effort to not look at the clock again, Fluttershy picked up one of the magazines on the table. But no matter how hard she tried, none of the articles were interesting. She would read the first few lines of each story before growing bored and would then move on to the next one. As the magazine's usefulness was depleted she set it back down on the table. She looked at the clock again. Three fifteen. She decided that she would wait another fifteen minutes before going to go check on Rarity. She worried that maybe her friend had forgot about the appointment, but she dismissed the idea because it had never happened before. As she reached for another magazine, the door slammed open. Rarity had arrived.


	3. Chapter Three, Horsing Around

The sun disappeared below the mountains west of Ponyville as Rarity and Fluttershy left the spa. Luna's moon already shone prominently even though the sky was still on fire as the sun's last light gleamed from the clouds, casting an orange hue to the valley. The streets of Ponyville were quiet; further down the street, the silhouette of a shop owner could be seen closing up shop after a long day. The shops typically extended their hours in the summer as the days grew longer.

The duo paused for a moment as they gave their eyes a chance to adjust to the waning light. Rarity leaned forward and bowed towards the ground, reaching out with her front hoofs as she stretched her muscles. She gently pawed at the ground as she closed her eyes and let out a quiet whinny as she indulged herself in the stretch. Fluttershy watched Rarity and slowly flapped her wings a couple times to limber up.

The remainder of the spa date had been quiet. Neither of them had said much since they confessed their love for one another in the mud bath. But, there had been a lot of cuddling and some more kissing. Fluttershy blushed as she remembered what had just happened. As Rarity finished her stretch, Fluttershy broke the silence, "So, Rarity, would you… maybe like to come over for some tea or something?". She was still somewhat apprehensive to express herself fully even though everything went perfectly at the spa.

"That sounds lovely, dear. But, do I really have to choose between tea and whatever that 'something' is?", she said coyly.

Fluttershy took the hint. "Well that depends. Let's see how well you behave on the way back." Fluttershy started walking back home and beckoned for Rarity to follow her. Rarity eagerly trotted up to her, slowing down to match Fluttershy's gait. Fluttershy could not believe how the evening was unfolding as Rarity caught up to her. _Everything_ was going according to plan; it seemed that Rainbow Dash was right after all and there was actually nothing for her to worry about. Fluttershy decided to push the envelope a little as the two made their way to Fluttershy's cottage. As they were walking, Fluttershy said, "Now did I say to walk _right_ along side me? Be a good girl and stay a pace or two back until I tell you otherwise."

"Yes, darling!" Rarity said with a smile on her face. She slowed down and dropped back a couple feet.

"Darling? Oh no, that won't do at all." Fluttershy's confidence was growing, "From now on, I want you to refer to me as… Mistress." Fluttershy angled her head a little to side as she reflected on the last word. It had never occurred to her that she would ever actually be called that outside of her fantasies. She liked it.

"Yes, dar-", Rarity corrected herself, "I mean, Mistress.". Rarity was delighted; she was living out her deepest fantasies with a pony whom she fully trusted. She adored the power exchange that was occurring and felt herself craving more and more to be controlled. The faculties of her imagination did not prepare her for how intense the emotions would be now that her were fantasies becoming reality.

"Good girl.", Fluttershy looked back to make sure Rarity was still okay. Fluttershy's gaze lingered for a moment on Rarity.

"Yes… Mistress?" Rarity's voice had become noticeably quieter and less assertive.

"Oh, nothing. I was just thinking that… Well, since you have a new name for me, it's only fair that I should have one for you, too, right?"

Rarity blushed at the thought of Fluttershy giving her some kind of humiliating pet name, but she did not object. Fluttershy seemed to pick up on this.

"Well, I'll take it you want one then.", Fluttershy quietly laughed to herself as she considered the possibilities. "Let me see here.", Fluttershy paused for a moment, "Yes, I think this one will do just fine. Jewel. I shall call you Jewel."

Rarity pouted, "Like some kind of Las Pegasus stripper!?"

"Exactly!", responded Fluttershy. "Do you object?"

Rarity drew in a breath and replied, "No, Mistress." Rarity had always considered herself to be the pinnacle of sophistication, but she just could not resist Fluttershy's charm. _Everything_ she said just made her want to melt, to submit to her, to become her pet with a name like a Las Pegasus stripper. Rarity released her ego for the night and decided to surrender herself to the emotions she had denied herself for so long. She let silence consume her after acknowledging her Mistress.

"I didn't think you would." Fluttershy said as her and Rarity approached the cottage. Although Fluttershy was playing it cool on the outside, it took all her focus to keep her from screaming, "Oh my gosh! Oh my gosh! Oh my gosh! I can't believe that this is _actually_ happening!"

When they reached the door, Fluttershy turned to face Rarity. She balanced herself on her hind legs and wrapped her hoofs around Rarity. One hoof rested at the base of Rarity's neck supporting Fluttershy while the other drew Rarity's head in towards her own. Without hesitating, Fluttershy landed a big kiss on Rarity.

"Thanks, Jewel." And as quickly as Fluttershy had propped herself on Rarity, she was already back on all fours opening the door to her home.

Rarity was in awe, trembling as she tried to process what was happening. She loved seeing this side of Fluttershy. It was the side of her that had always been there, the side of her that was never afraid to take what it wanted. She felt used and she enjoyed it. Rarity quickly realised that her thirst to be dominated only grew as Fluttershy continued treat Rarity as her toy, her pet.

As they entered the cottage, Fluttershy instructed Rarity to sit down in the living room. Fluttershy quickly set the carrots she bought earlier on the kitchen counter and then went upstairs with her saddlebag. Once upstairs, she went to her closet and set her saddlebag down. She opened the top drawer of the chest of drawers in the closet that was reserved exclusively for her toys. She had been acquiring these toys for years, but never had the chance to use them. Fluttershy slowly ran her hoof along her collection of gags, blindfolds, bits, and blinders until she came across a single black leather collar. The collar had a purple velvet lining and featured a single dangling loop ring in the front. The back of the collar had a half loop fixed to one of the ends that could fit into the pre-cut holes on the other side thus allowing the user to lock the collar to its wearer. She grinned as she grabbed it and its lock. She hid it under her wing and headed back downstairs.

Rarity waited patiently for Fluttershy to return. She loved not knowing what was going to happen next. She loved being left in the dark and feeling helpless as she surrendered herself to Fluttershy. She heard the sound of drawers being opened and closed but was unable to make out what was going on upstairs. But, for all Rarity knew, Fluttershy was just putting her things away after a long day out of the house. Either way, the suspense was thrilling and Rarity continued to patiently wait for Fluttershy.

Fluttershy reached the bottom of the steps and looked towards Rarity who was right where she had left her. Fluttershy demurely approached Rarity. When she reached her, she positioned her head behind Rarity's ears and said, "Well, I am very proud of you. You really _have_ been good this evening, which is why I am going to tell you what that 'something' is that I was talking about earlier." Fluttershy paused for a breath, "Would you like that?"

"Yes, Mistress." Rarity finished her affirmation on a squeal as Fluttershy nibbled her ear.

"Okay, then." Fluttershy circled Rarity and stopped when they could both face each other. Rarity quietly gasped as Fluttershy revealed the collar from under her wing. "I take it you know what this is then."

Rarity nodded her head in agreement and felt her heartbeat quicken. She suddenly remembered all the fantasies she had of Fluttershy that had started in this same exact way.

"Well, even though I am pretty sure of what it is that you want, I need to hear it from you to be sure." Fluttershy gently caressed Rarity's cheek. "This is just a play collar, but if this works out and you like it, we can discuss something a little more permanent." Fluttershy lost her train of thought as she looked into Rarity's eyes. "When I put this on you tonight, it means that for the length of the time we are playing, you are mine. It is a symbol of my love for you, but it is also a symbol of your obedience as a gift to me. It means that you trust me. It means that are my pet, my plaything, until the collar comes off." She caught herself looking down at the floor, but she raised her head back up to look at Rarity. Her voice softened a bit, "Is this what you want?"

"Yes, Mistress, oh so very much."

"Okay. I guess that we had better get started then." Fluttershy approached Rarity, "Kneel."

Rarity did as she was told and bowed her head towards the floor. She extended a hoof forward so she was able to lower the front part of her body while keeping one hoof close to her chest in order to keep herself from falling. Fluttershy gently brushed aside Rarity's mane and reached her hoofs around her neck, positioning the collar. The collar was secured as the small padlock clicked into place. Fluttershy took half a step back to admire her handiwork.

Fluttershy gently tugged on the dangling buckle of the collar twice to make sure that it was snug and secure. "Does it feel okay? Is my toy comfortable?"

Rarity was becoming flustered with arousal and struggled to find the words to respond. She was becoming lightheaded and the butterflies in her stomach had afflicted her with a shortness of breath. A pleasant tingling sensation made its way through her body, growing in intensity as it reached her extremities. Rarity felt herself becoming wet.

Just then, Fluttershy grabbed the collar and pulled her forward. "I said… is my toy comfortable?" Rarity closed her eyes and moaned as the carpet pulled on her slit, aggravating her arousal problem.

Rarity finally found the words and managed to say, "Yes, Mistress." Her voice trembled.

"Good. Now follow me." Fluttershy lead Rarity upstairs to the bedroom.

Fluttershy pointed to the foot of the bed, "Wait there and don't move until I give you permission." Rarity obeyed. Fluttershy went back to her closet. Rarity heard the same drawers from earlier opening and closing and she turned her head and tried to see what Fluttershy was doing, but she could not see anything from where she was positioned. "You better not be trying to see what's inside this closet!" Rarity immediately corrected her position and turned her head away from the closet. Somehow Fluttershy knew what Rarity was trying to do. Fluttershy returned to Rarity toys in hoof and said, "Hold still." Rarity felt a rubber bit force its way into her mouth. Rarity cried out as Fluttershy adjusted the straps on the harness; Fluttershy had accidentally snagged her mane. "Oh, did that hurt?" Rarity nodded. "Good."

Next, Fluttershy donned a head harness with blinders onto Rarity. The harness was made out of a black latex/rubber material and pulled at Rarity's coat and skin as it was positioned. It had several rings dangling from it that could serve as mounting points for other toys, ropes, or leashes."This will help keep you from looking places you're not supposed to." Rarity blushed as Fluttershy finished securing it, she enjoyed being humiliated like this. Fluttershy used her hoof to move Rarity's head up to kiss her. And as the were kissing, Fluttershy attached a leash to the collar.

Rarity saw herself in the mirror on the other side of the room. She had no clue that Fluttershy had all these toys and that their interests were so similar. But before Rarity could finish admiring herself—and her Mistress's handiwork, she became distracted as Fluttershy dragged something from the closet. Rarity turned her head to see what Fluttershy had, but before she could get a look, Fluttershy said, "Tsk, tsk, tsk, Jewel. You're not supposed to be looking over here remember? Actually, I think I'm owed an apology. I didn't think that you would want to ruin the surprise!"

Rarity tried to her best ability to say, "Yes, Mistress. I beg your pardon, Mistress." with the bit still in her mouth, but what came out was ultimately incomprehensible. After Fluttershy dismissed Rarity and thanked her for her apology Rarity returned to facing forward with a moan of disappointment.

"There.", Fluttershy said to herself as she finally had everything positioned. She had placed what looked like the base of a rocking chair behind Rarity, except that this one was larger. There were four receptacles for hoofs along each arm of the rocker. The holes for the hoofs were fashioned out of a thick rubber material that was designed to form fit its occupant's contours. Straps with buckles and locks hung loosely from the mounting points awaiting their next occupant. The straps were placed such that they could wrap around the rubber cuff and tighten onto themselves thus securing the occupant's position.

Fluttershy grabbed Rarity's leash with her mouth and slowly walked her back onto the rocker. The blinders kept Rarity from seeing what exactly was going on and walking backwards did not help. Rarity offered no resistance as she felt Fluttershy gently place one of her rear hoofs into the rubber cuff. As Rarity appreciated the snugness of it, she felt it compress around her paw as Fluttershy tightened the straps. Fluttershy then moved to the front hoof and did the same; Rarity had to be careful not to fall over as her hoof was pulled forwards into the slot. After Rarity spread her legs into position, Fluttershy secured the remaining hoofs to the rocker. Rarity casually pulled at her restraints and found herself unable to move, the rubber bound tightly to her skin pulling at it every time she shifted her weight. Next, Fluttershy attached a rope on each side of the head harness and anchored the other sides down at the forward tips of the rocker. Rarity could no longer turn her head.

Fluttershy pushed Rarity on the apparatus in front of the mirror on the other side of the room so that Rarity could see herself. "See? I told you I was going to turn you into my toy. You are going to be my little rocking pony tonight." Fluttershy rested a hoof around Rarity as they both admired her work in the mirror. "Having fun?", Fluttershy asked and gently pushed on Rarity's plot and let go causing Rarity to rock back and forth. Rarity was helpless; at this point, she could not get out even if she wanted to. She was completely at Fluttershy's mercy.

"Stay here, Jewel." Fluttershy gave Rarity another push, "not that I have to worry about that, right?" Fluttershy went back to the closet and retrieved another toy. She made sure to lay the towel down on the bed this time and then she plugged in the vibrator. She laid down on top of her bed and clicked the vibrator on and made sure it worked. The rocking toy and mirror were positioned so that Rarity was able to completely see herself and Fluttershy on the bed in the same image. Rarity moaned as she saw Fluttershy clopping herself off. Rarity struggled to move to please herself in any way she could, but she was too well bound. Every time she shifted her weight at all, she would just cause the rig she was on the rock back and forth. She would have to wait to see if Fluttershy would _let_ her have an orgasm at that point. She resigned herself to watch patiently as her Mistress pleasured herself.

Rarity saw Fluttershy's body gently convulse as she reached her climax. After a moment, Fluttershy got up and brought the vibrator over towards Rarity.

"Well, Jewel, I must say, you have been a really good pet and I think it's time you had your reward." Fluttershy grabbed the vibrator with her mouth and ran is over Rarity's slit; the head of the vibrator was still wet from Fluttershy's excretions. Rarity moaned in pleasure as her gyrations caused the rocker to resume its motion. Fluttershy made sure to compensate for the movement and kept the vibrator in contact at all times. Rarity made eye contact with Fluttershy in the mirror as Fluttershy said, "Cum for me, Jewel. You are my filthy little toy." Rarity screamed in pleasure as she released herself. The series of climaxes were unlike anything she had ever experienced.

As the rocker came to a halt, Fluttershy removed Rarity's hoofs from the restraints. She then removed the blinders and bit from her head before she led Rarity on the leash to bed.

"Thank you, Mistress." Rarity was just starting to catch her breath.

"You are more than welcome. Now come here a moment." Rarity leaned her head in as Fluttershy removed the play collar and leash. She gave Rarity a kiss on the mouth and forehead before telling her, "Go ahead and get some sleep. You'll be staying here tonight. I'll be right there."

Fluttershy left the bed side to go clean up the mess they made as Rarity closed her eyes and rolled over, pulling the covers with her. Fluttershy smiled to herself and whispered, "Good night, Rarity. I love you."


	4. Chapter Four, Morning

Rarity was alone when she woke up. She leaned over to look at the clock on the nightstand. There was a note resting over the clock face that said, "Good Morning! I'm downstairs waiting for you with breakfast and tea." She laid the note down on the nightstand. It was almost noon. Rarity rolled onto her back to appreciate how well she had slept. She had not had a full night's rest in several days and she could not remember when she was last able to sleep in.

Rarity put on her robe that Fluttershy had laid out on the corner of the bed. Rarity arrived downstairs to the sound of pots and pans in the kitchen. The smell of breakfast was overwhelming. Fluttershy turned around with two plates full of pancakes, "Good morning, sleepyhead! Nice of you to finally get up!" Fluttershy had already showered and gotten all cleaned up.

Rarity sat down at the table and poured herself a cup of tea. Fluttershy set the pancakes down and took her spot on the opposite side of the table. "Did you sleep well?"

"You have no idea…" Rarity was still groggy. She brushed the mess of her mane out of her eyes and dug into the pancakes as if she had been starving. Rarity may have been the pinnacle of sophistication, but in the mornings, she was something else completely. Fluttershy read the newspaper as Rarity helped herself to more tea. She would have to remember to always keep caffeine in the house from now on. After three or four cups, Rarity was becoming her usual self again. Fluttershy set the newspaper down and revealed a box that she was hiding from under the table. She slid it to Rarity.

"Rarity, I can't believe how things worked out last night. I just had _so_ much fun with you. I really can't believe this didn't happen sooner." Fluttershy extended a hoof for Rarity to hold. "And, I would really like to do this again, regularly even."

"I feel the same way, darling. You knew exactly what I needed. You had me all figured out without me having to tell you. You were able to read my mind.", said Rarity.

"Well… um, you know how we discussed maybe having an arrangement that would be a little more permanent?" Fluttershy motioned for Rarity to open the box. "I was wondering if you would like this."

Rarity held up the collar that Fluttershy bought at the market. "You mean… you want… me?" Rarity's eyes welled up.

"Well, I can't promise that I can always be as exciting as last night was, but I do know that I'll try my best. But I was thinking that since you can't really wear the other collar out in public, you could wear this and nopony would know. The diamond is cut in the shape of your cutie mark, but it's yellow to remind you that as long as you are wearing it, I'm there to."

"Fluttershy, dear, it's beautiful! I would love to wear this for you."


End file.
